SecProbe.io

December 23, 2014

Via E -Mail
Mr. Elijio V. Serrano
Chief Financial Officer
Tetra Technologies, Inc.
24955 Interstate  45 N orth
The Woodlands , Texas 77380

Re: Tetra Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2013
Filed March 3, 2014
File No. 001-13455

Dear Mr. Serrano :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2013

Management’s Discussion and Analysis , page 29

Results of Operations, page 35

1. We note your disclosures beginning on page F -23, indicating  that you have material
differences between taxable income reported for domestic and foreign jurisdict ions.
Please expand your disclosures in MD&A to clarify the reasons for these differences and
to address the extent to which  the underlying factors and the domestic and foreign
historical  results are indicative of your expectations for future periods .  For each of the
foreign jurisdictions where you conduct business and have material pre -tax earnings,
please disclose the statutory and effective tax rates  and any anticipated  changes .

Elijio V. Serrano
Tetra Technologies, Inc.
December 23, 2014
Page 2

 2. We note your disclosures on page F -12, regarding your policy for goodwill and othe r
intangible assets , indicating that  you determined it was not “more likely than not” that the
fair values of any reporting units were less than their carrying values at year -end.  Please
expand your disclosure s in MD&A  to (i) identify each reporting unit with a fair value not
substantially in excess of its carry  value ; (ii) i ndicate  the percentage by which fair value
exceeds the carrying value as of the most -recent evaluation ; (iii) q uantify  the amount of
goodwill asso ciated  with the unit ; and  (iv) d escribe  the assumptions that drive the
estimated fair value s.  Please refer to Item 303 of Regulation S -K and Sections 216 and
501.14 of the Financial Reporting Codification for further guidance.

Financial Statements

Note I – Decommissioning and Other Asset Retirement Obligations, page F -29

3. We note that for each of the years presented  and in prior years, you made  significant
revisions in estimated cash flows related to your asset retirement obligations.   Please tel l
us the assumptions used to estimate the expected cash flows required to settle the asset
retirement obligation s at each balance sheet date , including probabilities, amounts,
settlement dates and legal requirements , and explain your rational e for any  material
changes in these assumptions .  In addition, please address the following  points .

 Tell us how the activities associated with each year-end estimate  compare , and for
any activities underlying your mo re recent estimate s that were not contemplated
in prior estimate s, describe the activities  and explain the reasons .

 Quantify the amount of revisions that relate to work completed .

 Provide any further details necessary to understand  the reasons for  material
revisions in the estimated cash flows underlying your asset retirement obligations
for each of the last five years , and the timing of these revisions.

 Provide an estimate of the reasonabl y possible additional costs to settle retirement
obligations , or a range of such costs inc remental to the amounts accrued.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In respo nding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Elijio V. Serrano
Tetra Technologies, Inc.
December 23, 2014
Page 3

 staff comments or changes to disclosure in response to staff comments  do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United Stat es.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Kimberly
Calder, Assistant Chief Accountant at (202) 551 -3701 if you have any questions  regarding
comments on the financial statements and related matters.   Please contact me at ( 202) 551 -3686
with any other questions.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief